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DLA Piper
Rudnick Gray Cary

DLA Piper Rudnick Gray Cary
has been a national and international leader in franchise and distribution law
since modern franchising began, and has been named the number one firm in the
world in the area of franchise law by the respected international survey
edition of The International Who�s
Who of Franchise Lawyers. Fifteen of the group�s lawyers were also singled out for recognition, more than double the
number from any other firm.

We currently represent several
hundred franchisors and other enterprises that distribute products and
services. Our practice is national and international in scope and we have
represented clients in more than 100 countries. Over the past 40 years, members
of the Franchise and Distribution group have assisted in the structuring and
development of more than 1000 franchising programs. Though the majority of
these franchising programs involved franchise relationships in such familiar
consumer industries as foodservice, lodging, automotive aftermarket and
business and consumer services, we have assisted many companies develop
domestic and international franchising programs in nontraditional business
categories or with nontraditional structures.

Our Franchise and Distribution
lawyers, working with state franchise law administrators, were the principal
authors of the Uniform Franchise Offering Circular ("UFOC")
Guidelines, developed during the 1970s (and periodically updated, with our
assistance) to bring greater uniformity to the registration and disclosure of
franchise offerings. Piper Rudnick is general counsel to the International
Franchise Association and the International Franchise Association Educational
Foundation.

Compliance, Relationship and
Transactional Matters

We provide a number of franchise or
distribution-related services:

structuring
and documenting franchise and distribution relationships;

advising
companies with respect to structuring distribution relationships that
avoid regulation under state and federal franchise disclosure and business
opportunity laws;

preparing
disclosure documents, state registrations of franchise offers and
counseling on compliance with all elements of disclosure regulation and
franchisee recruitment;

counseling
on franchise and dealership terminations and transfers and compliance with
federal and state franchise and dealer relationship regulation;

advising
clients with respect to the impact of developments in technology and
communication on their franchise and distribution relationships;

Lawyers in the Franchise and
Distribution group assist franchisors and other clients in dispute resolution
-- whether with franchisees, suppliers to the network, competitors or state and
federal government agencies. Ideally, we help clients avoid disputes, by
recommending business solutions to defuse problems that might otherwise explode
into costly and protracted litigation; but litigation sometimes cannot be
avoided. We represent our clients in all forums throughout the United States
and have represented franchise and other distribution companies in hundreds of
federal and state court and arbitration proceedings -- from New York to Japan -
with respect to such diverse issues as breach of contract, fraud, RICO,
trademark and copyright infringement, termination, vicarious liability, network
expansion conflict, use of alternative distribution channels, implied covenant
of good faith and fair dealing claims, transfer issues, discrimination claims,
enforcement of system standards, antitrust, franchise registration and
disclosure compliance, restrictive covenants, electronic commerce, consumer
fraud, product liability and securities fraud.

International Franchising and
Distribution

We've been part of the global market
for more than 30 years. In helping U.S. companies expand world-wide, we have
built a wideranging international franchise and distribution practice. It
includes not only U.S. clients seeking to expand abroad, but also foreign
clients seeking to expand into the United States, as well as into other
cross-border markets and, in some cases, within their own countries. We have
extensive experience in structuring, negotiating and documenting international
master franchise and area development relationships, joint ventures and other
distribution relationships in North America, Europe, the Middle East, Asia,
Australia, Africa and Latin America. We have handled transactions in every
major country in the world.

Rounding Out Our Support

While compliance with applicable
franchise and business opportunity laws is often foremost among a franchisor's
concerns, a myriad of other laws will affect the development and implementation
of franchise and distribution networks. Firm lawyers bring substantial
experience in counseling clients in important areas of the law beyond
franchising, distribution, antitrust and intellectual property that affect both
domestic and international companies: e.g., bankruptcy, commercial, contract,
corporate, employment, environmental, finance, labor, insurance, intellectual
property, information technology, electronic commerce, mergers and
acquisitions, partnership, real estate, securities, tax and others. In each of
these areas, we can draw as necessary on the experience of other practice
groups within the firm.

Haynes and Boone, LLP

Franchise and Distribution Practice Group

Core Practice
Our Franchise and Distribution attorneys are experienced and internationally
recognized authorities in Franchise and Distribution law. They are perceived by
many as some of the best and most influential franchise lawyers in the world.
They are authors of countless books and articles, and are respected sources of
expertise for numerous publications and editorial boards. With the support of
Haynes and Boones full-service, client-oriented team capabilities, our
Franchise and Distribution attorneys can help clients address the wide range of
domestic and international issues that affect their businesses in order to
construct meaningful and cost-effective solutions. We have the specialized
knowledge to assist companies to decide whether and how to establish new
franchise, licensing and distribution programs, both domestically and
internationally. We represent companies of all sizes and in diverse industries,
from retail to hospitality to manufacturing. Our Franchise and Distribution
Practice Group works alongside our Corporate/Securities, Mergers &
Acquisitions, Intellectual Property, Venture Capital, Finance, Tax and Business
Litigation Practice Groups, providing the necessary assistance when business
issues or problems arise.

Areas of Special Franchise Practice Emphasis

Dispute Resolution:
Traditional and Alternative

Due Diligence in Acquisitions
of Franchise Companies

Encroachment

Earnings Claims

Franchisee Associations and
Advisory Councils

International Development

Impact of E-Commerce and
Technology on Franchise Relationships

Master Franchising

Purchasing Cooperatives

Haynes and Boone is one of the largest and fastest-growing law firms in the
U.S. Our firm believes that the world of business belongs to companies keen to
compete, quick to adapt, eager to listen and learn and resolved to continually
challenge themselves. We measure ourselves by the same standards. Our teamwork
culture, our willingness to change quickly to meet the demands of the
marketplace and our drive to be the best have been the key factors behind our
success. We have grown from a handful of lawyers in 1970 to more than 450
lawyers today, have added more than 25 practice specialties, have expanded to
nine offices and have become a national leader in the use of technology to
deliver legal services.

Practice Group Attorneys

Joyce G. Mazero is practice leader for Haynes and Boone's Franchise
& Distribution Practice Group and a member of the firm's Americas and
International Practice Groups. She served two terms on the ABA Forum on
Franchising Governing Committee; is Co-Editor, Monograph on Earnings Claims,
2003; and Co- Author, Monograph on International Franchising, 2001. She is
Liaison, ABA Section of International Law Subcommittee on International
Franchise to the ABA Forum on Franchising, 2004- 2005; a former member of the
IFA Board of Directors, former Chair of the Supplier Forum, and a current
member of the Advisory Board of the IFA Womens' Franchise Committee
(coordinator of the 2000-2003 Annual Leadership Conferences); Co-Chair,Women's
Foodservice Forum International Committee, 2004; and member, Women's Franchise
& Distribution Forum. She also served as Editorial Advisor; Franchising For
DUMMIES (2001) and currently serves as Managing Editor of "Franchising -
The World View" for Franchise UPDATE magazine. She was recognized as a
Texas Superlawyer (2003, 2004) and one of the Top 50 Female Super Lawyers
(2003) by Texas Monthly Magazine; listed in D Magazine as one of the best
lawyers in Dallas, 2001- 2004. She is also the winner of the 2003 IFA Women's
Franchise Committee Crystal Compass award.joyce.mazero@haynesboone.com

Deborah S. Coldwell, Partner, is a trial lawyer whose practice
focuses on franchise and distribution disputes. She has successfully
represented clients at trial in cases involving trademark infringement, breach
of fiduciary duty, fraud and breach of contract. She has negotiated successful
outcomes for clients out of the courtroom as well, handling matters involving
alleged franchise encroachment, breach of contract, misrepresentation and
improperly transferred franchises. Ms. Coldwell was recognized by her peers as
one of the best lawyers in franchise and distribution law in Dallas, Texas in
the May 2003 and 2005 issues of D Magazine and was selected as a Texas Super
Lawyer in the November 2003, 2004, and 2005 issues of Texas Monthly. She was
listed in the 2004 International Whos Who of Franchise Lawyers and as one of
the top franchise lawyers in America by Franchise Times in 2005. Ms. Coldwell
is an Associate Editor for the ABA Forum on Franchising Franchise Law Journal
and is a member of the Governing Committee for the ABA Forum on Franchising.deborah.coldwell@haynesboone.com

Jan Gilbert has over 15 years experience counseling franchisors and
franchisees on all facets of domestic and international franchising. He has
written and lectured extensively on a variety of franchise topics, including
negotiation of franchise agreements, mergers and acquisitions of franchise
systems, franchise registration and disclosure and franchise relationship
issues, such as termination, transfer, nonrenewal and compliance with system
standards. Mr. Gilbert also has expertise in structuring and restructuring
franchise programs. He has worked with both startup and mature franchisors. Mr.
Gilbert is a member of the ABA Forum on Franchising, Antitrust Section, and the
Legal Legislative Committee of the International Franchise Association.jan.gilbert@haynesboone.com

Carl E. Zwisler represents franchisors, manufacturers and investors in
structuring, negotiating and enforcing domestic and international franchise,
licensing, distribution and acquisition agreements. He has assisted companies
in evaluating expansion of their businesses throughout the world, and has
represented franchisors in renegotiating troubled international franchise
relationships. Carl served as IFAs Chief Staff Counsel or General Counsel from
1975 to 1983. He later chaired IFAs Supplier Forum and served on IFAs Board
of Directors. He is a member of IFAs Legal/Legislative and Franchise Relations
Committees. He was an advisor to the U.S. State Department on the UNIDROIT
Model National Franchise Law project. He has lead 3-day international master
franchising symposia at the annual International Franchise Expo since 1992. He
authored the book, Master Franchising: Selecting, Negotiating and Operating a
Master Franchise, published in 1999 by Commerce Clearing House. He also
authored Franchising Basics: The Official IFA Course, an interactive web
based course. Carl is listed in the International Whos Who of Franchise
Lawyers.carl.zwisler@haynesboone.com

Warren C. Hummer has practiced franchise law for over 20 years as
in-house and outside counsel to mature and start-up domestic and international
franchisors in the hospitality and business services segments. His experience
includes significant work with franchisors in turn around situations. A
former Municipal Court Judge Pro Tem and an Approved Mediator by the Kansas Supreme
Court, Warren has received extensive alternative dispute resolution and
mediation training from the National Judicial College, Reno, Nevada. He was
appointed to the Southwest Region panel of mediators for the National Franchise
Mediation Program. He is licensed to practice law in Kansas, Texas, Arizona and
Colorado.warren.hummer@haynesboone.com

Gayle Cannon, of counsel, has over 25 years experience in counseling
franchisors, area developers, master franchisees, franchisees and trade
associations. Her breadth of experience includes serving as in-house counsel
for a publicly traded franchisor, owner of a franchise for ten years, and
private practice for 17 years. She has counseled clients on domestic and
international franchise laws; alternatives to franchising; compliance with
regulatory requirements in the offer and sale of franchises (domestic and many
foreign countries) and business opportunities; franchise relationship matters
including transfers, renewals, terminations, good faith and fair dealing and
discrimination; development of advertising cooperatives, franchise advisory
councils and associations; supplier arrangements; use of the Internet; mergers
and acquisitions of franchisors and the sale and purchase of franchised
businesses. Ms. Cannon is a member of the ABA Forum on Franchising, Antitrust
Section and the Franchise and Distribution Law Section of the Dallas Bar, of
which she is a past president and board member. She has spoken and written on
franchise and distribution law issues at the ABA Forum, roundtables, the State
Bar of Texas Intellectual Property Law Institute, and the Dallas Bar Franchise
and Distribution Law Section, among others.gayle.cannon@haynesboone.com

Hal Sanders, Partner, has more than twenty seven years experience in
handling franchise litigation. He is a member of the ABA Antitrust Section's
Franchising Committee, the ABA Litigation Sections Antitrust Litigation
Committee, the ABA Forum on Franchisings Litigation Division, and the State
Bar of Texas Antitrust and Business Litigation Section. Mr. Sanders has chaired
International Franchising Association monthly programs in Central Texas, and
speaks on antitrust and franchising topics. He has defended successfully a
variety of franchisors in state and federal court as well as before state
administrative agencies and in governmental enforcement actions by States
Attorney Generals offices.hal.sanders@haynesboone.com

Robert A. Lauer is an associate in the Haynes and Boone Franchise and
Distribution Group. Mr. Lauers practice focuses on all aspects of domestic and
international franchise transactions and he previously served as in-house
franchise and litigation counsel for a publicly-traded franchised restaurant
company. Mr. Lauer was named a Texas Rising Star by Law & Politics
Magazine and Texas Monthly for 2005 and the speaker for the Texas Bar
Association's Ten Minute Mentor video tutorial on "What Every Texas
Attorney Should Know About Franchise Law". He is a member of the ABA Forum
on Franchising, the State Bar of Texas and a former vice-chair of the franchise
and distribution section of the Dallas Bar Association.rob.lauer@haynesboone.com

Jason R. Augustine, associate, has experience representing both
plaintiffs and defendants in a variety of business litigation matters including
contract, franchising and licensing disputes.jason.augustine@haynesboone.com

Alberto de la Pea, associate, is licensed in Mexico and based in the
Dallas office. He represents clients in domestic and cross border transactions
related to Mexico and Latin America. His areas of expertise include general
corporate, franchising, joint ventures, mergers and acquisitions.alberto.delapena@haynesboone.com

Aimee Minick, associate, is experienced in representing entities
involved in actions based on tortious interference, breach of contract, and
breach of fiduciary duty.aimee.minick@haynesboone.com

Ryan C. Whitfill, associate, focuses on corporate, franchising,
licensing and distribution matters with an emphasis on international
transactional work. He is a member of the State Bar of Texas and Franchise
& Distribution Section of the Dallas Bar Association, and the ABA Forum on
Franchising. He is Assistant Editor of Franchising - The World View, Franchise
UPDATE magazine.ryan.whitfill@haynesboone.com

Strasburger & Price, L.L.P. is one of the oldest, largest and
most respected law firms headquartered in the Southwestern United States. The
firm has a comprehensive civil practice with more than 200 attorneys in six
offices.

Strasburger & Price's Franchise and Distribution Law Practice Team
specializes in the representation of businesses using franchising, licensing,
dealership, or direct selling arrangements for the distribution of goods and
services, in a variety of business areas, both domestically and
internationally. Our lawyers have a broad range of experience in the legal
disciplines affecting franchises and distribution systems, including:
structuring, regulatory compliance, contracts, transactions, intellectual
property, dispute resolution, antitrust, administrative and legislative
matters.

Members of the Franchise & Distribution Practice Group are active in
numerous professional franchise organizations, including the American Bar
Association Forum on Franchising, International Franchise Association, Mexican
Franchise Association, International Trademark Association, International Bar
Association, and various committees and sections of the American, Texas,
Dallas, Houston, San Antonio, and Travis County Bar Associations.

Jane LaFranchi, formerly partner-in-charge of our Mexico City
office and now located in Washington D.C., specializes in advising franchisors,
manufacturers, and other distribution companies regarding international
matters, particularly those doing business in Mexico and in other Latin
American countries. She also advises foreign companies on expansion into the United
States.